Version 1.0 | March 2026
Terms and Conditions
Table of Contents
Article 1. Definitions
Article 2. General Terms and Conditions and Order of Precedence
Article 3. Formation of an Agreement
Article 4. Performance of the Agreement
Article 5. Cooperation
Article 6. Use of Own Materials and Third-Party Materials
Article 7. Third-Party Products or Services
Article 8. Additional Work
Article 9. Delivery, Implementation, and Integration
Article 10. Acceptance Test
Article 11. Consulting and Reporting
Article 12. Online Advertising
Article 13. Search Engine Optimization
Article 14. Account
Article 15. Usage Limits
Article 16. Rules of Use
Article 17. Availability and Maintenance
Article 18. Support
Article 19. Backups
Article 20. Term and Termination of an Agreement
Article 21. Intellectual Property Rights
Article 22. Customer Data
Article 23. Exit
Article 24. Confidentiality
Article 25. Compensation
Article 26. Billing and Payment
Article 27. Liability
Article 28. Force Majeure
Article 29. Amendments
Article 30. Miscellaneous Provisions
These are the terms and conditions of innOVeet Nederland B.V., registered with the Chamber of Commerce under registration number 99154722 (hereinafter: “innOVeet”).
Article 1. Definitions
1.1. Account: a personal account of the Client or End User that grants him or her access to the Services.
1.2. Terms and Conditions: these terms and conditions, which form an integral part of the Agreement.
1.3. Services: the services, of whatever nature, that innOVeet provides to the Client pursuant to an Agreement.
1.4. Documentation: all materials provided by innOVeet to the Client in physical or electronic form that describe the functionality, use, and/or specifications of the Services, including but not limited to manuals, instruction guides, online documentation, and technical specifications.
1.5. End User: a natural person who uses the Services (or the results thereof) under the Client’s responsibility.
1.6. Intellectual Property Rights: all intellectual property rights, including but not limited to copyrights, database rights, domain name rights, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
1.7. Business Hours: Monday through Friday from 8:30 a.m. to 5:00 p.m. Dutch time, excluding generally recognized Dutch holidays and closure days announced in advance by innOVeet .
1.8. Client Data: all data stored by the Client or its End Users on the systems used to provide the Services.
1.9. Additional Work: ad hoc and supplementary work and services that fall outside the scope of an Agreement.
1.10. Client: the natural person or legal entity with whom innOVeet has entered into an Agreement.
1.11. Agreement: the agreement between the Parties on the basis of which the Services are provided.
1.12. Party(ies): the Client and innOVeet , collectively or individually.
1.13. Confidential Information: all non-public information related to one or both Parties and information that a Party designates as confidential, or that, by its nature or under the circumstances of its disclosure, should be treated as confidential, including, in any event, quotations, offers, and price lists from innOVeet.
Article 2. General Terms and Conditions and Order of Precedence
2.1. These General Terms and Conditions apply to all offers and quotations prepared by innOVeet and to all Agreements entered into between it and the Client, including extensions or amendments to existing Agreements.
2.2. Once the Client has been informed by innOVeet of the existence of these General Terms and Conditions, any Agreements entered into subsequently between the Parties shall be deemed to have been entered into under these terms and conditions.
2.3. In the event of a conflict between provisions contained in these General Terms and Conditions, the more specific provision shall always prevail. The Agreement may further consist of multiple documents. In principle, these documents apply in a complementary manner. In the event of any conflicts, the following order of precedence applies, whereby a document listed higher takes precedence over a document listed lower:
a. supplementary written agreements signed by the Parties;
b. approved offer from innOVeet;
c. data processing agreement;
d. service level agreement;
e. other supplementary agreements;
f. General Terms and Conditions;
g. Client’s purchasing terms (if applicable).
2.4. Provisions or (purchasing) terms set by the Client that deviate from, or are not included in, the General Terms and Conditions shall only apply to the Agreement if they have been expressly accepted in writing by innOVeet .
Article 3. Formation of an Agreement
3.1. Agreements are formed upon the Client’s acceptance of an offer from innOVeet. In the event of verbal acceptance, innOVeet may require written confirmation before commencing performance of the Agreement.
3.2. All quotations and offers from innOVeet are non-binding and valid for fourteen (14) days, unless otherwise indicated. InnOVeet is not obligated to accept an acceptance after this period has expired, but if innOVeet does so, the Agreement will still be concluded.
3.3. If the Client does not formally agree to an offer from innOVeet but gives that impression—for example, by having innOVeet perform certain Services that are part of the offer—the offer in question will be deemed fully accepted.
3.4. Notwithstanding the provisions of Article 6:225(2) of the Dutch Civil Code, InnOVeet is bound by an acceptance of an offer from innOVeet made by the Client—even if it differs on minor points—only if innOVeet expressly accepts the deviating acceptance in writing.
3.5. After the Agreement has been concluded, it may only be amended with the mutual consent of the Parties, unless otherwise specified in the Agreement.
3.6. If, after the Agreement has been concluded, it appears that an offer from innOVeet was based on incorrect or incomplete information provided by the Client, then innOVeet has the right to adjust the Agreement proportionally without requiring further consent from the Client.
3.7. The application of Article 6:227b(1) and 6:227c of the Dutch Civil Code is excluded.
Article 4. Performance of the Agreement
4.1. InnOVeet will use its best efforts to provide the Services in accordance with the Agreement. To the extent th innOVeet has expressly committed in writing to a specific and sufficiently defined result or guarantee (for example, in a service level agreement), that commitment shall apply as such to the relevant obligation.
4.2. The Client is entitled to provide innOVeet with instructions regarding the performance of the Services. However, InnOVeet shall determine independently whether and to what extent it will follow such instructions.
4.3. InnOVeet has the right to engage third parties in the performance of the Agreement. Any costs associated with this shall be borne by the Client only if this has been agreed in writing in advance between the Parties.
4.4. Any (interim) delivery dates specified by innOVeet or agreed upon between the Parties shall always be considered indicative target dates and are not binding, unless the Parties have expressly agreed otherwise in writing.
4.5. InnOVeet may perform the Agreement in phases and invoice each phase separately, unless the Parties agree otherwise in writing.
4.6. InnOVeet will use its best efforts to ensure that the Services comply with the laws and regulations that directly apply to innOVeet . The Client is solely responsible for compliance with the laws and regulations that apply to the Client. If the Client wishes for the Services to comply with laws and regulations that do not directly apply to innOVeet , the Client may submit a request to that effect to innOVeet. To the extent that the fulfillment of such a request is not expressly part of the Agreement, this request shall be deemed Additional Work within the meaning of Article 8.
Article 5. Cooperation
5.1. The Client shall provide innOVeet with all cooperation reasonably necessary for the proper and timely performance of the Agreement. The Client shall provide innOVeet in a timely manner with all information and data that innOVeet indicates are necessary, or that the Client should reasonably understand to be necessary for the performance of the Agreement. The Client guarantees the accuracy, completeness, and timeliness of the information it provides. InnOVeet is entitled to verify the information provided by the Client, but is not obligated to do so.
5.2. If the Client fails to provide the agreed-upon or reasonably required cooperation (in a timely manner), or if the information provided by the Client proves to be incorrect, incomplete, or outdated, innOVeet is entitled to suspend the performance of the Agreement until the Client has provided the required cooperation and/or the correct information. Any delays and resulting costs shall be borne by the Client.
Article 6. Use of Proprietary Materials and Third-Party Materials
6.1. InnOVeet is entitled to use its own materials and third-party materials in the performance of the work. To the extent that innOVeet integrates its own materials, over which it holds Intellectual Property Rights, into the Services, innOVeet grants the Client a right to use these materials exclusively as an integrated part of the Services, to the extent and for as long as this is necessary for the use of the Services in accordance with the Agreement. The Intellectual Property Rights to innOVeet ’s proprietary materials shall at all times remain with innOVeet and shall not be transferred to the Client.
6.2. To the extent that innOVeet uses third-party software and/or materials in the performance of the Agreement, the (license) terms and conditions of those third parties may apply. Upon request, InnOVeet will inform the Client about the third-party software and/or materials (ultimately) used and the applicable (license) terms and conditions. The Client is responsible for complying with those (license) terms and conditions.
Article 7. Third-Party Products or Services
7.1. If the Agreement (in part) pertains to the intermediation in the delivery of third-party products or services to the Client (such as IP addresses, domain names, certificates, and licenses for third-party software), the Client grants innOVeet power of attorney to purchase these products or services on the Client’s behalf and to accept the associated (license) terms and conditions on the Client’s behalf. Upon request, InnOVeet will provide the Client with access to the relevant (license) terms and conditions and is not obligated to provide them on its own initiative. Any costs associated with this shall be borne by the Client, unless the Parties agree otherwise in writing.
7.2. If innOVeet handles the invoicing of the products or services referred to in Article 7.1, the Client is not entitled to suspend payment or set off amounts. This also applies if the third party fails to fulfill its obligations under the agreement with the Client. In that case, the Client shall immediately report this to innOVeet so that the Parties can consult to find an appropriate solution.
7.3. InnOVeet is not liable for third-party products or services as referred to in this Article, nor for the acts or omissions of such third parties or the (license) terms and conditions they apply.
Article 8. Additional Work
8.1. If the Client requests Additional Work, the Parties shall consult on the matter, and innOVeet may submit a supplementary offer for that purpose. InnOVeet will not perform the Additional Work until the Client has accepted that offer, unless the Parties agree otherwise in writing. InnOVeet is entitled to refuse a request for Additional Work.
8.2. The Client acknowledges that Additional Work may affect (i) the agreed-upon or expected time of delivery or completion and (ii) the mutual responsibilities of the Parties under the Agreement. InnOVeet is entitled to reasonably adjust an agreed schedule or delivery plan as a result of Additional Work.
8.3. The necessity or occurrence of Additional Work during the performance of the Agreement does not entitle the Client to terminate or (partially) rescind the Agreement. Upon termination of the Agreement, innOVeet is entitled to invoice the Client for any Additional Work that has not yet been invoiced.
Article 9. Delivery, Implementation, and Integration
9.1. Following the conclusion of the Agreement, InnOVeet will use its best efforts to deliver the Services or provide access to them as soon as possible. Delivery shall take place as soon as the Services are ready for use in accordance with the Agreement and InnOVeet has notified the Client thereof. If the Parties have agreed on delivery criteria or a delivery procedure, delivery shall take place as soon as those criteria have been met or that procedure has been completed.
9.2. Without prejudice to the provisions of Article 9.1, the Services shall in any case be deemed delivered as of the moment that:
a. the Client or an End User begins using the Services; or
b. InnOVeet has notified the Client that the Services are ready for use.
9.3. If the Services must be implemented or configured prior to being put into use, innOVeet will be solely responsible for this only if and to the extent that this has been expressly agreed upon, and in that case in accordance with the provisions set forth in the Agreement. In all other cases, the Client is solely responsible for the implementation and/or configuration of the Services. InnOVeet is not responsible for errors in the implementation and/or configuration made by the Client or by third parties engaged by the Client.
9.4. Any implementation and/or configuration work will be performed at the agreed-upon rates or, in the absence thereof, at the rates of innOVeet in effect at that time.
Article 10. Acceptance Test
10.1. The provisions of this section apply only if the Parties have agreed in writing that the Client will subject the (developed and/or implemented) Services to an acceptance test.
10.2. Within three (3) days of delivery, or within the period agreed upon in writing, the Client shall test whether the Services comply with the specifications set forth in the Agreement. The Client shall either reject the Services in writing within that period, providing a reasoned justification, or confirm acceptance in writing within that period.
10.3. In the absence of a timely and reasoned rejection, or if the Client begins to use the Services, in whole or in part, in an operational capacity, the Services shall be deemed accepted.
10.4. A rejection must be specified in such a way that innOVeet can reproduce the alleged defects. Rejection is only possible in the event of a material deviation from the agreed-upon specifications. Minor defects that do not reasonably prevent the use of the Services do not constitute grounds for rejection and do not preclude acceptance. innOVeet will remedy such defects within a reasonable period of time, without the Client being entitled to suspend delivery, acceptance, or payment on that basis. In the event of a justified rejection, innOVeet will make every effort to remedy the defects and resubmit the Services for acceptance.
10.5. If, after at least three (3) rounds of rectification, there is still a material deviation from the agreed specifications and further modification is not reasonably feasible, both Parties are entitled to terminate the Agreement in writing with respect to the relevant component. In that case, the Client is only obligated to pay for the work relating to components that were delivered in accordance with the Agreement.
10.6. After acceptance, innOVeet is not liable for defects that the Client could reasonably have discovered during the acceptance test, except in cases of willful misconduct or gross negligence on the part of innOVeet. The foregoing does not affect: (i) any warranties expressly provided in writing by innOVeet ; and (ii) agreements regarding service levels and support as set forth in a service level agreement or otherwise agreed upon in writing.
Article 11. Advice and Reporting
11.1. If the Services consist of the preparation and delivery of advice, (data) insights, reports, or other information, innOVeet will make every effort to ensure that this information is current and accurate.
11.2. This information is intended solely for the Client’s internal use, unless the Parties have agreed otherwise in writing.
11.3. If the information provided by innOVeet gives rise to a change in the Services or in the agreements between the Parties, the Parties shall consult with each other regarding such change. Such a change shall be considered Additional Work in accordance with Article 8, unless the Parties have expressly agreed otherwise.
Article 12. Online Advertising
12.1. If online advertising campaigns form part of the Services, innOVeet will use its best efforts to conduct and/or manage the agreed-upon campaigns through the agreed-upon channels. The scope of the Services is set forth in the Agreement. In the absence of further agreements, innOVeet will perform the Services to the best of its knowledge and ability. In doing so, InnOVeet may, among other things, link search terms to relevant pages, optimize content, and provide periodic reports.
12.2. Unless the Parties have agreed otherwise in writing, media costs and other channel costs will be billed by the relevant platform to innOVeet or to the Client. To the extent that such costs are charged to innOVeet , innOVeet is entitled to pass them on to the Client.
12.3. The Client is responsible for the timely payment of invoices and, where applicable, for maintaining a sufficient advertising budget or balance with the relevant platform. InnOVeet is not liable for the complete or partial blocking, restriction, or malfunctioning of campaigns resulting from late payment, insufficient budget or balance, or measures or decisions by the relevant platform.
12.4. If the Parties have agreed upon an (advertising) budget, innOVeet will make every effort to monitor this budget and, to the extent possible, apply settings to prevent budget overruns or monitor spending. Unless otherwise agreed in writing, innOVeet does not guarantee that budget overruns resulting from the operation of the relevant platform will not occur. InnOVeet is entitled to charge the Client for any such overspending.
Article 13. Search Engine Optimization
13.1. If search engine optimization (SEO) is part of the Services, innOVeet will make every effort to perform the agreed-upon SEO work. The scope of the Services is set forth in the Agreement. In the absence of further agreements, innOVeet will perform the Services to the best of its knowledge and ability. The work may include, among other things, technical optimization, content and structural advice, and reporting.
13.2. InnOVeet does not guarantee any specific positions, rankings, discoverability, or other results in search engines.
13.3. The Client shall provide all reasonably necessary cooperation in a timely manner and shall provide all necessary access and information in a timely manner, including access to the website, the CMS, and analytics environments. The Client is responsible for the timely implementation of recommendations and changes, unless the Parties have agreed otherwise in writing.
13.4. Third parties, including search engines, may change their algorithms, guidelines, and display methods. InnOVeet is not liable for the consequences thereof, including a decrease in discoverability, rankings, or traffic.
Article 14. Account
14.1. In order to use the Services, the Client and/or an End User may need to have access credentials, such as (login credentials for) an account. InnOVeet provides the necessary access credentials or allows the Client to choose them. Means of access are personal and may not be shared with third parties, unless the Parties have agreed otherwise in writing.
14.2. Unless otherwise agreed in writing, the Client is responsible for end-user management, including granting and revoking rights and creating, modifying, and deleting means of access.
14.3. If an account’s (login) credentials have been lost, leaked, or otherwise potentially compromised, the Client shall immediately take all measures reasonably necessary to prevent misuse and shall immediately report this to innOVeet so that innOVeet can take additional measures if necessary. InnOVeet is entitled, in the context of restoring access, to request that the Client and/or the End User in question identify themselves to prevent fraud.
14.4. InnOVeet is entitled to temporarily block an account if there is, or a reasonable suspicion of, conduct in violation of the Agreement and/or applicable laws and regulations, or if this is reasonably necessary to protect the Services, the Client, End Users, or third parties.
14.5. InnOVeet is entitled to change the means of access and/or authentication methods for the Services from time to time. InnOVeet will notify the Client of such changes in a timely manner, to the extent reasonably possible.
Article 15. Usage Limits
15.1. InnOVeet may impose usage limits on Services provided remotely. The Client shall not exceed the applicable usage limits. To the extent that the Parties have not agreed on specific usage limits, a fair use limit shall apply. “Fair use” means that, per relevant unit—such as data traffic—the Client may use no more than 150% of the average usage of innOVeet customers of a comparable size and with comparable data consumption. If the Parties have agreed on a specific volume or limit for a particular unit, such as storage space, only the limits and conditions set forth in the Agreement for that unit shall apply.
15.2. If the Client exceeds the usage limits permitted under the Agreement, innOVeet is entitled to bill the Client retroactively for the excess usage at the rates then in effect on innOVeet.
15.3. InnOVeet is not liable if the Services are not available, are not fully available, or do not function properly as a result of the Client exceeding the applicable usage limits.
Article 16. Rules of Use
16.1. The Client warrants that it will not use the Services (or the results thereof) for activities that violate applicable laws and regulations. The Client also warrants that all End Users to whom it grants access to the (results of the) Services will likewise not use them for activities that violate applicable laws and regulations and will comply with the rules of use set forth in the Agreement.
16.2. It is not permitted to offer, distribute, or otherwise make available through the (results of the) Services any materials that:
a. contain malicious content, such as malware or other harmful software;
b. infringe upon the rights of third parties, including Intellectual Property Rights, or are unquestionably defamatory, defamatory, offensive, discriminatory, or hateful;
c. contain information about, or may assist in, the infringement of third-party rights, such as hacking tools, including explanations of computer crime that are clearly intended to commit (or cause others to commit) criminal acts and not to defend against them;
d. constitute a violation of the privacy of third parties, including, in any case, the dissemination of third parties’ personal data without consent or necessity;
e. contain terrorist content as defined in Article 2(7) of Regulation (EU) 2021/784;
f. contain hyperlinks, torrents, or references to locations of materials that infringe copyrights or other intellectual property rights; or
g. contain child pornography, bestiality pornography, or animations of such materials, or are clearly intended to help others find such materials.
16.3. The Client shall refrain from interfering with other customers of innOVeet or other internet users while using the Services. If, in the opinion of innOVeet , the actions of the Client and/or End Users cause or may cause disruption, damage, or any other risk to the proper or secure functioning of the systems or networks used for the Services, innOVeet is entitled to take all measures it deems reasonably necessary to prevent or avert such risk. This includes, in particular, cases of excessive data traffic, (D)DoS attacks, poorly secured systems, and viruses, Trojans, or similar software. In such cases, InnOVeet is entitled, among other things, to temporarily restrict or block access to the Services.
16.4. The Client indemnifies innOVeet against and holds innOVeet harmless from all third-party claims, including claims, fines, damages, and costs, including reasonable legal fees, arising from information or materials added, offered, distributed, or otherwise made available by the Client and/or its End Users via the Services, or from the Client’s and/or End Users’ use of the Services in violation of this section.
16.5. InnOVeet shall use its best efforts to respond reasonably, diligently, and appropriately to any complaint regarding the Client and/or its End Users. InnOVeet shall not be liable for any damages arising from measures that innOVeet reasonably takes pursuant to this section.
Article 17. Availability and Maintenance
17.1. InnOVeet will use its best efforts to ensure that the Services provided remotely remain available without interruption to the greatest extent possible. Any guarantees regarding availability apply only to the extent that the Parties have expressly agreed to them in writing, for example in a service level agreement.
17.2. InnOVeet is entitled to temporarily suspend the Services, in whole or in part, for the purpose of maintenance, management, modification, or improvement of the Services, as well as the software, systems, infrastructure, and other technical facilities used for that purpose. This section does not serve to expand the agreed-upon Services or work. InnOVeet will use its best efforts (i) to schedule such suspensions at times when use of the Services is expected to be limited and (ii) to inform the Client in advance of any planned suspension, to the extent reasonably possible.
17.3. If innOVeet determines that a service interruption is necessary for the proper and/or secure operation of the Services or of the software, systems, infrastructure, or other technical facilities used for that purpose, innOVeet is entitled to suspend the Services in whole or in part with immediate effect. InnOVeet will use its best efforts to lift the service interruption as soon as possible.
Article 18. Support
18.1. Support for the Services and their use is included only if and to the extent that the Parties have agreed to this in writing. To the extent that support is not expressly included, it will be provided as Additional Work.
18.2. InnOVeet provides support exclusively during Business Hours, unless the Parties have agreed in writing to a more comprehensive level of support, for example in a service level agreement.
18.3. To the extent that the Parties have not made any further agreements regarding support, innOVeet is entitled to apply reasonable terms and conditions for such support, including conditions regarding availability, response times, prioritization, and the method of reporting and handling issues.
18.4. InnOVeet may make Documentation available, whether online or otherwise, for the purposes of troubleshooting and user support. The Client and its End Users must consult this Documentation first before contacting the help desk. InnOVeet is entitled to address questions in whole or in part by referring to the available Documentation.
Article 19. Backups
19.1. InnOVeet is obligated to make backup copies of Customer Data only if the Parties have agreed to this in writing. To the extent reasonably possible, innOVeet may, at the Client’s request—whether or not for an additional fee—provide a backup to the Client.
19.2. To the extent that this does not conflict with applicable laws and regulations, innOVeet is entitled to create backups of Customer Data on its own initiative.
19.3. InnOVeet is entitled to delete Customer Data and any backups thereof upon termination of the Agreement, regardless of the reason for such termination, unless the Parties have agreed otherwise in writing or applicable laws and regulations preclude such deletion. The Client is solely responsible for requesting and obtaining a copy of the Customer Data in a timely manner in accordance with Article 22 or any contrary written agreements between the Parties.
19.4. Unless the Parties have agreed otherwise in writing or innOVeet is required to cooperate under applicable laws and regulations, innOVeet is not obligated to cooperate with requests from the Client to modify backups or restore Customer Data, parts thereof, or previous versions thereof.
Article 20. Term and Termination of an Agreement
20.1. An Agreement relating to a one-time service, assignment, or project that, by its nature, ends upon completion, is entered into for the duration necessary to fully perform the Agreement. Such an Agreement may not be terminated prematurely, unless the Parties have agreed otherwise in writing.
20.2. An Agreement for the provision of ongoing services (a continuing Agreement), such as software-as-a-service or usage rights, is entered into for the term specified in the Agreement. If the Agreement does not specify a term, an initial term of twelve (12) months shall apply.
20.3. If no specific effective date has been agreed upon, the effective date shall be the date on which the Agreement was concluded.
20.4. A continuing contract or right of use entered into for a fixed term shall be tacitly renewed upon expiration of the term for a period equal to the initial term, unless the Parties have agreed otherwise in writing. Early termination of a fixed-term agreement or right of use is not permitted, unless the Agreement expressly provides otherwise.
20.5. Either Party may prevent the tacit renewal of a continuing agreement or a right of use for a fixed term by terminating the Agreement in writing prior to the end of the current term, subject to the agreed-upon notice period. If no notice period has been agreed upon, a notice period of one (1) month applies.
20.6. If a contract of duration or right of use has been entered into for an indefinite period or has subsequently been continued for an indefinite period, either Party may terminate it in writing, subject to the agreed-upon notice period. If no notice period has been agreed upon, a notice period of one (1) month applies.
20.7. To the extent that the Agreement qualifies as a contract for services, the Parties agree that Article 7:408, paragraphs 1 and 2, of the Dutch Civil Code do not apply.
20.8. InnOVeet is entitled to terminate, suspend, or rescind the Agreement in whole or in part, with immediate effect and in writing, without notice of default and without being liable for any damages, if:
a. The Client files for bankruptcy or is declared bankrupt;
b. The Client applies for or is granted a stay of payments;
c. The Client’s business or activities are terminated or liquidated;
d. There is a proposed or actual change in control of the Client, including a takeover, merger, or reorganization, and this change, in the reasonable opinion of innOVeet , is or may be detrimental to the interests of innOVeet;
e. The Client is at fault for failing to perform the Agreement, including, in any event, a violation of terms of use or an infringement of the Intellectual Property Rights of innOVeet or third parties; or
f. A substantial portion of the Client’s assets is subject to attachment.
20.9. To the extent that the Parties have already performed or received services in fulfillment of the Agreement at the time of termination, the related payment obligations shall remain in effect and services already performed shall not be reversed, notwithstanding Article 6:271 of the Dutch Civil Code et seq.
Article 21. Intellectual Property Rights
21.1. All Intellectual Property Rights in and to the Services (and the results thereof) are owned by innOVeet or its licensors. The Client is granted only the rights of use arising from the Agreement. These rights of use are non-exclusive, non-transferable, and non-sublicensable, unless the Parties have agreed otherwise in writing. Rights of use with respect to software relate exclusively to its object code.
21.2. Any transfer of Intellectual Property Rights from innOVeet to the Client shall take place only if expressly agreed in writing, and exclusively by means of a deed signed by both Parties. The costs of such a transfer shall be borne by the Client. In the event of a transfer to the Client, innOVeet shall, unless expressly agreed otherwise in the relevant deed, obtain an unlimited, perpetual, non-exclusive, and royalty-free right to reproduce, adapt, modify, further develop, and exploit the transferred results of the Services, both for its own benefit and for the benefit of third parties.
21.3. InnOVeet may take technical or other measures to protect the (results of the) Services. If InnOVeet has taken such security measures, the Client and End Users are not permitted to circumvent, remove, or otherwise disable them.
21.4. Unless the Parties have agreed otherwise in writing, the Client and End Users are not authorized to make changes to the (results of the) Services, unless this is necessary for the intended use or for correcting errors, to the extent that mandatory law does not preclude such changes.
21.5. Unless the Parties have agreed otherwise in writing, the Client has no right to access the source code of the (results of the) Services or to receive a copy thereof. The Client and End Users are not permitted to discover the underlying source code through reverse engineering, decompilation, or otherwise, except to the extent that such a prohibition conflicts with mandatory law.
21.6. The Client and End Users are not permitted to remove or modify any notices regarding Intellectual Property Rights in or on the (results of the) Services. Nor are they permitted to remove notices regarding the confidential nature of the (results of the) Services.
21.7. InnOVeet is entitled to conduct or have conducted an investigation to verify compliance with the terms and conditions and restrictions on use applicable to the Services. The Client shall provide all reasonable cooperation in this regard and, to the extent reasonably necessary for the conduct of such investigation, grant access to relevant locations, data, and information, while taking into account the Client’s legitimate interests and any legal obligations incumbent upon it.
21.8. Unless the Parties have agreed otherwise in writing, innOVeet is entitled to use the Client’s name, logo, and status as a client of innOVeet in promotional materials, including websites, social media channels, and press releases. If the Client objects to a specific use, the Client may notify innOVeet in writing. InnOVeet will assess such an objection in good faith and, if warranted, modify or discontinue the use in question.
Article 22. Customer Data
22.1. All rights, including Intellectual Property Rights, relating to Customer Data are vested in the Client, its End Users, or its suppliers. The Client grants innOVeet a royalty-free, non-exclusive, and non-transferable right to use the Customer Data to the extent necessary for the performance of the Agreement. To the extent that the use of Customer Data is intended to improve the Services, this applies only if and to the extent that it has been agreed in writing or arises from applicable laws and regulations. InnOVeet will not assert any ownership claims with respect to the Customer Data.
22.2. If the Agreement terminates, regardless of the reason for termination, innOVeet will delete or destroy the Customer Data as soon as possible, subject to the provisions of Article 23 and any written agreements to the contrary between the Parties.
22.3. If, in the performance of the Services, innOVeet processes personal data as a processor within the meaning of the General Data Protection Regulation on behalf of the Client, the provisions of the data processing agreement entered into or to be entered into between the Parties shall apply. This data processing agreement forms an integral part of the Agreement. The limitations of liability set forth in these General Terms and Conditions apply in full to the data processing agreement.
Article 23. Exit
23.1. If the Agreement terminates, innOVeet will, upon the Client’s written request, use its best efforts to provide reasonable support for the migration or transition to another service or another IT service provider. The work involved in this shall be considered Additional Work and shall be fully at the Client’s expense. Upon request, innOVeet may provide a copy of the Customer Data in a file format commonly used by innOVeet and in a manner customary for innOVeet .
23.2. If the Client wishes to make use of the exit support referred to in the preceding paragraph, the Client must submit a written request to that effect to innOVeet no later than the date on which the Agreement terminates.
23.3. InnOVeet is only obligated to cooperate with the migration or transfer if the Client has paid all amounts due under the Agreement and has otherwise fulfilled its obligations under the Agreement.
Article 24. Confidentiality
24.1. The Parties shall treat all Confidential Information received from the other Party in connection with the Agreement as strictly confidential. The Parties shall also impose this obligation on their employees and on third parties engaged by them in the performance of the Agreement.
24.2. Each Party shall exercise at least the same degree of care in protecting Confidential Information as it exercises in protecting its own confidential information of a similar nature, but in any event no less than reasonable care.
24.3. The confidentiality obligation does not apply to information that:
a. is or has become generally available to the public other than through a breach of the Agreement by the receiving Party;
b. was already lawfully in the possession of the receiving Party before such information was provided to it by or on behalf of the disclosing Party;
c. is made available to the receiving Party on a non-confidential basis by a third party not bound by any confidentiality obligation; or
d. was independently developed by the receiving Party without using the disclosing Party’s Confidential Information.
24.4. If a receiving Party is required to disclose Confidential Information pursuant to applicable laws and regulations or a binding order from a competent court or government authority, it is entitled to comply with such requirement. To the extent permitted by law, the Receiving Party shall notify the Disclosing Party in writing as soon as possible in advance, so that the Disclosing Party may, if it so desires, take legal measures to protect its interests.
24.5. In a case as referred to in Article 24.4, the receiving Party shall not disclose more Confidential Information than is strictly necessary to comply with the relevant obligation. The receiving Party shall not be liable for any disclosure made in accordance with Article 24.4.
24.6. The obligations under this Article shall remain in effect even after termination of the Agreement, for as long as the information in question retains its confidential nature, and in any event for two (2) years following termination of the Agreement.
Article 25. Compensation
25.1. All prices communicated by innOVeet are in euros and exclude sales tax and other government-imposed levies, and are subject to programming errors and typographical errors.
25.2. Where the Agreement refers to “the applicable hourly rate,” “applicable rates,” or similar terms, this refers to the standard rates applied by innOVeet at the time the relevant work is performed, unless the Parties have agreed otherwise in writing.
25.3. InnOVeet is entitled to index the agreed-upon fees once per calendar year by a percentage not exceeding the CBS Consumer Price Index (CPI) or the Services Price Index (DPI), at innOVeet ’s discretion, based on the annual average or a specific month of the preceding calendar year. InnOVeet is not required to give advance notice of such an indexation.
25.4. InnOVeet is also entitled to reasonably adjust the agreed-upon fees during the term of the agreement if changes in the costs of suppliers—including costs for electricity, data center services, software, and public cloud solutions—reasonably warrant such an adjustment. InnOVeet will notify the Client of such a change in writing no later than one (1) month before the change takes effect. A change pursuant to this paragraph does not entitle the Client to terminate the Agreement.
Article 26. Billing and Payment
26.1. The Agreement specifies when innOVeet will invoice the Client for the agreed-upon Services. If no specific arrangements have been made in this regard, innOVeet is entitled to invoice fixed fees in advance and fees based on actual costs retroactively, in which case innOVeet determines the billing period.
26.2. InnOVeet will send the Client an electronic (consolidated) invoice for the agreed-upon fees to the Client’s email address on file at innOVeet .
26.3. The payment term for an invoice is fourteen (14) days from the invoice date, unless the Parties have agreed in writing to a different payment term or a longer payment term is specified on the invoice in question.
26.4. If the Client disagrees with the contents of an invoice, the Client is exclusively entitled to suspend payment of the portion of the invoice that it has disputed with justification, provided that the Client notifies innOVeet of this in writing within the payment term. InnOVeet will then assess the dispute as soon as possible. If the dispute proves to be unfounded, the Client must still pay the outstanding amount within fourteen (14) days after InnOVeet has notified the Client in writing.
26.5. Except in the case referred to in Article 26.4, the Client shall be in default by operation of law as of the invoice due date, without the need for prior notice of default. In that case, InnOVeet is entitled to charge interest on the outstanding amount from the due date at a rate of one percent (1%) per month or, if higher, the statutory commercial interest rate.
26.6. All costs related to the collection of outstanding receivables, whether judicial or extrajudicial, shall be borne by the Client. This includes the reasonable costs of attorneys, bailiffs, and collection agencies.
26.7. If the Client fails to pay an invoice on time, innOVeet is entitled to suspend the Services. InnOVeet is not liable for any damages arising from or related to such a suspension.
26.8. During the suspension, any periodic fees remain due in full.
26.9. The Client is not entitled to set off any payment obligation it owes against any claim against innOVeet, on whatever grounds.
Article 27. Liability
27.1. The total liability of innOVeet arising from an attributable breach of the Agreement or on any other grounds, expressly including any failure to fulfill an indemnification or warranty obligation agreed upon with the Client, is limited to compensation for direct damages up to a maximum of the price stipulated for the relevant Agreement, excluding VAT. If the Agreement has a term of more than one (1) year, the maximum applicable liability amount shall be set at the total of the payments, excluding VAT, that innOVeet received from the Client under the Agreement during the twelve (12) months preceding the incident causing the damage. Under no circumstances shall the total liability of innOVeet, on any grounds whatsoever, exceed one hundred thousand euros (€100,000).
27.2. InnOVeet is not liable for indirect damages. Indirect damages are defined as: a. lost profits; b. lost savings; c. diminished goodwill; d. damages resulting from business interruption; e. damages resulting from claims by the Client’s customers; f. damages related to the use of third-party goods, materials, or software specified by the Client to innOVeet ; g. damages related to the engagement of subcontractors specified by the Client to innOVeet ; and h. damages resulting from the corruption, destruction, or loss of data or documents.
27.3. A prerequisite for the establishment of any right to compensation is always that the Client report the damage in writing to innOVeet as soon as possible after becoming aware of it or after it could reasonably have become known to the Client. Any claim for damages against innOVeet shall lapse upon the mere expiration of six (6) months following the written notification of the damage, unless the Client has filed a legal action for compensation for the damage before the expiration of that period.
27.4. The exclusions and limitations of liability set forth in the Agreement do not apply to the extent that the damage results from willful misconduct or gross negligence on the part of innOVeet or in other cases where a limitation of liability is not permitted under mandatory law.
Article 28. Force Majeure
28.1. Neither Party is obligated to fulfill any obligation under the Agreement if it is prevented from doing so as a result of force majeure. Force majeure includes, but is not limited to: domestic unrest, mobilization, war, transportation blockades, strikes, epidemics, pandemics, network attacks such as SYN floods or (distributed) denial-of-service attacks, operational disruptions, fire, floods, import and export restrictions, internet outages, and the circumstance in which suppliers of innOVeet and innOVeet are prevented from fulfilling their obligations under the Agreement.
28.2. Each Party is entitled to suspend the performance of its obligations under the Agreement for the duration of the force majeure event. If this period exceeds ninety (90) days, each Party is entitled to terminate the Agreement in whole or in part in writing, without being obligated to compensate the other Party for any damages.
Article 29. Amendments
29.1. If the Client wishes to amend the Agreement, the Client may submit a request to that effect to innOVeet. Such an amendment shall apply only if and to the extent that it has been expressly accepted in writing by innOVeet .
29.2. InnOVeet is entitled to amend these General Terms and Conditions, including with respect to existing Agreements. InnOVeet will notify the Client of any amendment in writing or via the Services. Amendments take effect on the date specified in the notice. This date must be at least thirty (30) days after the date on which the notice was sent.
29.3. If a proposed amendment demonstrably and significantly adversely affects the Client’s position, the Client is entitled to terminate the Agreement in writing, provided that innOVeet receives such notice no later than fourteen (14) days after the date on which the notification was sent. If innOVeet notifies the Client within seven (7) days of receiving such notice that it will not proceed with the amendment in question, the termination shall be void.
29.4. Minor changes, changes necessitated by amendments to laws and regulations, and changes that are to the Client’s advantage may be implemented by innOVeet at any time. In such cases, the Client is not entitled to terminate the Agreement.
Article 30. Miscellaneous Provisions
30.1. The Agreement is governed by Dutch law. Unless otherwise required by mandatory law, disputes between the Parties arising out of or in connection with the Agreement shall be submitted to the competent court in the judicial district where innOVeet is located.
30.2. The Parties may only assign the rights and obligations under the Agreement to a third party with the prior written consent of the other Party. Notwithstanding the foregoing, innOVeet is entitled to assign the Agreement without the Client’s prior consent or cooperation to a parent company, sister company, or subsidiary, or to a third party in connection with a merger, acquisition, or divestiture of business operations. InnOVeet will notify the Client if such a transfer has taken place.
30.3. Where the Agreement refers to “in writing,” this shall also include communication via email, provided that the identity of the sender and the integrity of the content can be sufficiently verified. Termination by the Client may only take place by means of a registered letter sent to innOVeet.
30.4. The version of any communication received or stored by innOVeet , as well as the log files maintained by innOVeet and measurements taken with respect to the Services, shall constitute authentic evidence, unless the Client provides evidence to the contrary.
30.5. The Client must notify innOVeet in writing as soon as possible of any change in name, place of residence, registered office, billing address, or legal form.
30.6. If any provision of the Agreement is or becomes void, the remaining provisions shall remain in full force and effect. In that case, the parties shall consult to agree on a new provision to replace the void or invalidated provision, taking into account, as much as possible, the purpose and intent of the original provision.